Silicon Valley Bank

Schedule to

Loan and Security Agreement

(Exim Program)

Borrower:     Maxwell Technologies,
Inc.

Address:        9244
Balboa Avenue

                       San
Diego, CA  92123

Date:             February
4, 2004

This Schedule
forms an integral part of the Loan and Security Agreement (Exim Program)
between Silicon Valley Bank and the above-borrower of even date.




	
  


  	
  


  	
  


  	
  


  
	 	 	 	 
	 	1.	CREDIT LIMIT	 
	 	(Section 1.1):	An amount not to exceed the lesser of (i) $1,500,000
  at any one time outstanding (the “Maximum
  Credit Limit”), or (ii) 90% (the “Advance Rate”) of the
  amount of Borrower’s Eligible Accounts (as defined in Section 8 above); provided that the total outstanding Obligations
  under this Loan Agreement and under the Non-Exim Agreement (as defined below)
  shall not at any time exceed $3,000,000 (the “Overall Credit Limit”).
	 	 	 
	 	 	Silicon may, from time to time, modify the
  Advance Rate, in its good faith business judgment, upon notice to the
  Borrower, based on changes in collection experience with respect to Accounts
  or other issues or factors relating to the Accounts or other Collateral.
	 	 	 
	
  


  	
  


  	
  


  
	 	 	 
	 	2.	INTEREST.	 
	 	 	 
	 	 	Interest Rate (Section 1.2):	 
	 	 	 	 
	 	 	 	A rate equal to the “Prime Rate” in effect
  from time to time, plus 1.75% per annum, provided that the
  interest rate in effect on any day shall not be less than 5.75%
  per annum. Interest shall be calculated on the basis of a 360-day year
  for the actual number of days elapsed. 
  As used in this Agreement, “Prime Rate” means the interest rate
  announced from time to time by Silicon as its “prime rate” (which is a base rate upon which other rates charged by
  Silicon are based, and it is 


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  Silicon Valley Bank
	
  Schedule to Loan and Security Agreement (Exim)

	
   
	
  


  
	 	 	 	 
	 	 	 	not necessarily the best rate available at
  Silicon.  The interest rate applicable
  to the Obligations shall change on each date there is a change in the Primate
  Rate.
	 	 	 	 
	 	 	Minimum Monthly 

  Interest
  (Section 1.2):	$2,500 per month in the aggregate as
  between this Agreement and the Non-Exim Agreement.
	 	 	 	 
	
  


  	
  


  	
  


  	
  


  
	 	 	 	 
	 	3.	FEES (Section 1.4):	 
	 	 	 	 
	 	 	Loan Fee:	$22,500, payable concurrently herewith.
	 	 	 	 
	 	 	Collateral Monitoring Fee:	$1,000, per month in the aggregate as
  between this Agreement and the Non-Exim Agreement, payable in arrears
  (prorated for any partial month at the beginning and at termination of this
  Agreement).
	 	 	 	 
	 	 	Unused Line Fee:	In the event, in any calendar
  month (or portion thereof at the beginning and end of the term hereof), the
  average daily principal balance of the Loans outstanding during the month is
  less than the amount of the Maximum Credit Limit, Borrower shall pay Silicon
  an unused line fee in an amount equal to 0.25% per annum on the difference
  between the amount of the Maximum Credit Limit and the average daily
  principal balance of the Loans outstanding during the month, computed on the
  basis of a 360-day year, which unused line fee shall be computed and paid
  monthly, in arrears, on the first day of the following month.
	 	 	 	 
	
  


  	
  


  	
  


  	
  


  
	 	 	 	 
	 	4.	MATURITY DATE
(Section 6.1):	One year from the date of this Agreement.
	 	 	 	 
	
  


  	
  


  	
  


  	
  


  
	 	 	 	 
	 	5.	FINANCIAL COVENANTS	 
	 	 	(Section 5.1):	Borrower shall comply with
  each of the financial covenants set forth in the Non-Exim Agreement (defined
  below).
	 	 	 	 
	
  


  	
  


  	
  


  	
  


  
	 	 	 	 
	 	6.	REPORTING.
(Section 5.3):	Borrower shall provide Silicon with the
  following:
	 	 	 	 
	 	 	 	1.	Transaction reports and schedules of
  collections, each week and at the time of each Loan request, on Silicon’s
  standard form.
	 	 	 	 	 
	 	 	 	2.	Monthly accounts receivable agings
  (separate from the agings required by the Non-Exim Agreement), aged by
  invoice date, within fifteen days after the end of each month.
								


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	 	 	 	3.	Monthly accounts payable agings (separate
  from the agings required by the Non-Exim Agreement), aged by invoice date,
  and outstanding or held check registers, if any, within fifteen days after
  the end of each month.
	 	 	 	 	 
	 	 	 	4.	Monthly reconciliations of accounts
  receivable agings (aged by invoice date),
  transaction reports, and general ledger, within fifteen days after the end of
  each month.
	 	 	 	 	 
	 	 	 	5.	Monthly unaudited financial statements of
  Maxwell Technologies, Inc. (on a consolidated and consolidating basis), as
  soon as available, and in any event within thirty days after the end of each
  month.
	 	 	 	 	 
	 	 	 	6.	Monthly Compliance Certificates, within
  thirty days after the end of each month, in such form as Silicon shall
  reasonably specify, signed by the Chief Financial Officer of Borrower,
  certifying that as of the end of such month Borrower was in full compliance
  with all of the terms and conditions of this Agreement, and setting forth
  calculations showing compliance with the financial covenants set forth in this Agreement and such other
  information as Silicon shall reasonably request, including, without
  limitation, a statement that at the end of such month there were no held
  checks.
	 	 	 	 	 
	 	 	 	7.	Copies of all reports on Form 10-Q filed by
  Maxwell Technologies, Inc. with the Securities and Exchange Commission within
  5 days after such filing.
	 	 	 	 	 
	 	 	 	8.	Annual operating budgets (including income
  statements, balance sheets and cash flow
  statements, by month) for the upcoming fiscal year of Borrower within
  thirty days prior to the end of each fiscal year of Borrower.
	 	 	 	 	 
	 	 	 	9.	Annual financial statements of Maxwell
  Technologies, Inc. (on a consolidated and consolidating basis), as soon as
  available, and in any event within 90 days following the end of Maxwell
  Technologies, Inc.’s fiscal year, certified by, and with an unqualified
  opinion of, independent certified public accountants acceptable to Silicon
  together with copies of all reports on Form 10-K filed by Maxwell
  Technologies, Inc. with the Securities and Exchange Commission.
							


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	 	7.	BORROWER INFORMATION:	 	 
	 	 	 	 	 
	 	 	 	Borrower represents and warrants that the
  information set forth in the Representations and Warranties of the Borrower
  dated December 4, 2003, previously submitted to Silicon (the
  “Representations”) is true and correct as of the date hereof.
	
   
	
   
	
   
	
   

	
  


  	
  


  	
  


  	
  


  
	 	 	 	 	 
	 	8.	ADDITIONAL PROVISIONS	 	 
	 	 	 	 	 
	 	 	 	(1)	Banking Relationship. Borrower shall at all
  times maintain its primary banking relationship with Silicon. Without
  limiting the generality of the foregoing, within sixty days of the date
  hereof and at all times thereafter, Borrower shall maintain not less than 85%
  of Maxwell Technologies, Inc.’s total cash and investments on deposit with
  Silicon. As to any Deposit Accounts and investment accounts maintained with
  another institution, if at any time Borrower fails to comply with the terms
  of the preceding sentence, Borrower shall cause such institution, within 10
  days after the date of such non-compliance, to enter into a control agreement
  in form acceptable to Silicon in its good faith business judgment in order to
  perfect Silicon’s first-priority security interest in said Deposit Accounts
  and investment accounts.
	 	 	 	 	 
	 	 	 	(2)	Subordination of Inside Debt. All present
  and future indebtedness of Borrower to its officers, directors and
  shareholders (“Inside Debt”) shall, at all times, be subordinated to the
  Obligations pursuant to a subordination agreement on Silicon’s standard
  form.  Borrower represents and
  warrants that there is no Inside Debt presently outstanding, except for the
  following: NONE.  Prior to incurring
  any Inside Debt in the future, Borrower shall cause the person to whom
  such Inside Debt will be owed to execute and deliver to Silicon a
  subordination agreement on Silicon’s standard form.
	 	 	 	 	 
	 	 	 	(3)	Additional Condition Precedent.  In addition to any other conditions
  precedent to funding set forth in this Agreement, prior to the funding of any
  Loans, Silicon shall have received information satisfactory to Silicon from
  Maxwell Europe’s (fka Maxwell Technologies, SA) lender, Cantonal Bank of
  Freiburg (“Cantonal Bank”), regarding its relationship with Maxwell
  Technologies, Inc. and Maxwell Europe. 
  Borrower shall use its best efforts to cause Cantonal Bank to enter
  into an intercreditor agreement with Silicon, on Silicon’s standard form with
  such changes thereto as are acceptable to Silicon, regarding Cantonal 
								


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	 	 	 	 	Bank’s and Silicon’s relationships with
  Maxwell Technologies, Inc. and Maxwell Europe.
	 	 	 	 	 
	 	 	 	(4)	Restrictions on Transfers to Affiliates.
  Except for the Borrowers, Borrower covenants and agrees that while this
  Agreement is in effect, Borrower shall not transfer any assets or Collateral
  (beyond its historical normal course of business) to any Affiliate without
  the prior written consent of Silicon.
	 	 	 	 	 
	 	 	 	(5)	Initial Audit. An initial audit, referred to
  in Section 5.4 of this Agreement, shall be completed, with satisfactory
  results to Silicon, prior to funding hereunder.
	 	 	 	 	 
	 	 	 	(6)	Domestic Subsidiaries. Borrower represents
  and warrants to Silicon that each of Purepulse Technologies, Inc. (“Purepulse”)
  and I-Bus/Phoenix, Inc. (“I-Bus”) is a wholly owned subsidiary of Borrower
  and that each of Purepulse and I-Bus is inactive with little or no assets and
  will remain inactive with little or no assets during the term of this
  Agreement. Borrower covenants and agrees that while this Agreement is in
  effect, Borrower shall not transfer any assets or Collateral to Purepulse
  and/or I-Bus.
	 	 	 	 	 
	
  


  	
  


  	
  


  	
  


  	
  


  
	 	 	 	 	 
	 	9.	EXIM PROVISIONS:	(1)	Exim Guaranty.  Prior to the first disbursement of any Loans hereunder,
  Borrower shall cause the Export Import Bank of the United States (the “Exim
  Bank”) to guarantee the Loans made under this Agreement, pursuant to a Master
  Guarantee Agreement, Loan Authorization Agreement and (to the extent
  applicable) Delegated Authority Letter Agreement (collectively, the “Exim
  Guaranty”), and Borrower shall cause the Exim Guaranty to be in full force
  and effect throughout the term of this Agreement and so long as any Loans
  hereunder are outstanding.  If, for
  any reason, the Exim Guaranty shall cease to be in full force and effect, or
  if the Exim Bank declares the Exim Guaranty void or revokes any obligations
  thereunder or denies liability thereunder, any such event shall constitute an
  Event of Default under this Agreement. 
  Nothing in any confidentiality agreement in this Agreement or in any
  other agreement shall restrict Silicon’s right to make disclosures and
  provide information to the Exim Bank in connection with the Exim Guaranty.
	 	 	 	 	 
	 	 	 	(2)	Exim Borrower Agreement; Costs.  Borrower shall, concurrently execute and
  deliver a Borrower Agreement, in the form specified by the Exim Bank, in
  favor of Silicon and the Exim Bank (the “Exim Borrower Agreement”).  This Agreement is subject to all of the
  terms and conditions of the Exim Borrower Agreement, all of which are
  hereby incorporated herein by this reference.  Borrower expressly agrees to perform
							


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  Schedule to Loan and Security Agreement (Exim)

	
   
	
  


  
	 	 	 	 	 
	 	 	 	 	all of the obligations and comply with all
  of the affirmative and negative covenants and all other terms and conditions
  set forth in the Exim Borrower Agreement as though the same were expressly
  set forth herein.  In the event of any
  conflict between the terms of the Exim Borrower Agreement and the other terms
  of this Agreement, whichever terms are more restrictive shall apply.  Borrower acknowledges and agrees that it
  has received a copy of the Loan Authorization Agreement which is referred to
  in the Exim Borrower Agreement. 
  Borrower agrees to be bound by the terms of the Loan Authorization
  Agreement, including, without limitation, by any additions or revisions made
  prior to its execution on behalf of Exim Bank.  Upon the execution of the Loan Authorization Agreement by Exim
  Bank and Silicon, it shall become an attachment to the Exim Borrower
  Agreement.  Borrower shall reimburse
  Silicon for all fees and all out of pocket costs and expenses incurred by
  Silicon with respect to the Exim Guaranty and the Exim Borrower Agreement,
  including without limitation all facility fees and usage fees, and Silicon is
  authorized to debit Borrower’s account with Silicon for such fees, costs and
  expenses when paid by Silicon.
	 	 	 	 	 
	 	 	 	(3)	Non-Exim Agreement; Cross-Collateralization; Cross-Default.
  Silicon and the Borrower are parties to that certain Loan and Security
  Agreement of approximate even date herewith (as amended from time to time,
  the “Non-Exim Agreement”).  Both this
  Agreement and the Non-Exim Agreement shall continue in full force and effect,
  and all rights and remedies under this Agreement and the Non-Exim Agreement
  are cumulative.  The term
  “Obligations” as used in this Agreement and in the Non­Exim Agreement shall
  include without limitation the obligation to pay when due all Loans made
  pursuant to this Agreement (the “Exim Loans”) and all interest thereon and
  the obligation to pay when due all Loans made pursuant to the Non-Exim
  Agreement (the “Non-Exim Loans”) and all interest thereon.  Without limiting the generality of the
  foregoing, all “Collateral” as defined in this Agreement and as defined in
  the Non-Exim Agreement shall secure all Exim Loans and all Non-Exim Loans and
  all interest thereon, and all other Obligations.  Any Event of Default under this Agreement shall also constitute
  an Event of Default under the Non-Exim Agreement, and any Event of Default
  under the Non-Exim Agreement shall also constitute an Event of Default under
  this Agreement.  In the event Silicon
  assigns its rights under this Agreement and/or under any Note evidencing Exim
  Loans and/or its rights under the Non-Exim Agreement and/or under any Note
  evidencing Non-Exim Loans, to any third party, including without limitation
  the Exim Bank, whether before or after the occurrence of any Event of
  Default, Silicon shall have the right (but not any obligation), in its sole
  discretion, to allocate and apportion Collateral to the Agreement 
							


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	 	 	 	 	and/or Note assigned and to specify the
  priorities of the respective security interests in such Collateral between
  itself and the assignee, all without notice to or consent of the Borrower.
							

 
	Borrower:	 	Silicon:	 	 
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  MAXWELL
  TECHNOLOGIES, INC.
	
   
	
  SILICON
  VALLEY BANK
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  By
	
   
	
  By
	
   
	
   

	
   
	
   
	
  


  	
   
	
   
	
  


  	
   
	
   

	
   
	
  President or Vice President
	
   
	
  Title
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  


  	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  By
	
   
	
   
	
   
	
   

	
   
	
   
	
  


  	
   
	
   
	
   
	
   
	
   

	
   
	
  Secretary or Ass’t Secretary
	
   
	
   
	
   
	
   




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